Bylaws of Arkansas Association of Conservation Districts
ARTICLE 1. NAME. The name of the Association is ARKANSAS
ASSOCIATION OF CONSERVATION DISTRICTS. The official abbreviation of its
name shall be AACD.
ARTICLE 2. ACTIVITIES. To carry out the authorized purposes of
the Association, it will conduct exclusively educational, scientific,
charitable, pollution abatement, environmental quality, and religious
work concerning the conservation, maintenance, improvement, development
and use of land, soil, water, trees, vegetation, fish and wildlife,
open-space and other renewable natural resources.
ARTICLE 3. THE VOTING MEMBERS. Every Conservation District or
Soil and Water Conservation District in the State of Arkansas shall be
deemed to be a voting member of this Association, unless membership is
expressly declined. Each District shall be entitled to one vote on every
question put to a vote at any AACD meeting. The vote of the District
will be cast by the Chairperson or Acting Chairperson of those members
of its delegates to the particular AACD meeting.
ARTICLE 4. MEMBERSHIP DUES. Each District will pay to the
Association as annual dues, an amount to be determined annually by the
Executive Board. The Executive Board shall be guided in determining the
amount of the annual dues by the recommendations of the Finance
Committee, and the resolutions approved by the voting members at the
ARTICLE 5. NON-VOTING MEMBERS. The non-voting members shall be
those persons, firms, associations, or corporations who shall apply for
such membership and shall make a financial contribution to the
Association. Those who contribute $10 per year shall be Contributing
Members; those who contribute $11 to $49 per year shall be Sustaining
Members; those who contribute $50 to $99 per year shall be Affiliated
Members; and those who contribute $100 or more per year shall be
Associate Members. Non-voting members shall enjoy all privileges
extended to regular members, other than the privilege of voting.
ARTICLE 6. ANNUAL STATE MEETING. An annual meeting of
Conservation Districts of Arkansas, who are the members of this
Association, shall be held for the discussion of common issues and
concerns at the time and place chosen by the Executive Board after
suitable consultation with the members. Those present at the annual
state meeting shall constitute a quorum.
Section 1. Amendments. These bylaws may be amended at the
annual or any special meeting of the Association by the affirmative
vote of two-thirds of the voting delegates of each member District
present and voting. No proposed amendment shall be voted upon at any
meeting of the voting delegates unless it shall have been submitted
to the Board of Directors and the members of the Association at
least thirty (30) days prior to the meeting of the voting delegates
at which it is to be voted upon, or unless it has been proposed by
the Board of Directors or one of the Association's standing
Section 2. Standing Rules. Standing rules are designed to
provide guidance to the AACD Executive Board, Board of Directors and
members of the Association. They may not be contrary to the Bylaws
or the intent of the Bylaws.
ARTICLE 7. THE OFFICERS; TERMS OF OFFICE. The officers of the
Association shall be a President, 1st Vice President, 2nd Vice
President, Secretary/Treasurer, and Immediate Past President, who shall
be elected by the delegates to the Annual State Association meeting.
Before the meeting the Nominating Committee shall place nominations for
offices of the Association to serve the following term. The presiding
officers shall accept nominations from the floor for each position and a
majority of voting members present and voting, will elect the officers.
The term of office of each officer of the Association shall start at
the close of the annual state meeting and continue through and until the
close of the annual state meeting, two years hence as long as he/she
remains a conservation district director or until a successor is elected
The term of office for each officer of the Association shall start at
the close of the annual state meeting and continue through two years
hence and until the election of new officers, which shall be held on odd
numbered years, as long as he/she remains a conservation district
director. In the event that an officer is unable to complete his/her
term of office, the office shall be filled, for the remainder of the
term of office, with the next officer in line of succession or by
appointment of the president in the event that no successor exists such
as the office of Secretary/Treasurer, Immediate Past President, and 2nd
Vice President. An officer fulfilling an uncompleted term of office
shall be eligible for election to that office for a full term.
Officers, Directors and Staff of this Association, and their private
property, shall not be liable in any manner for the Association's debts,
obligations, undertakings or liabilities and Officers, Directors and
Staff shall be exempted and indemnified against personal expense, losses
or liabilities, which may accrue from time to time in any manner by
reason of the ownership, administration or distribution of the
Association property or funds, or by reason of any acts of commission or
omission on their part in the conduct of the Association affairs, so
long as they act in good faith.
The Officers, Directors and Staff shall not be liable or accountable
in any manner for honest mistakes or errors of judgement, nor for errors
or wrong doings of agents, brokers, attorneys or servants, nor for
interest on funds temporarily idle. They shall have the right, at all
times and in all matters, to act upon any information or evidence deemed
by them reliable without incurring any personal liability or
responsibility of any kind.
ARTICLE 8. EXECUTIVE BOARD. The affairs of the Association
shall be managed by an Executive Board consisting of the officers of the
Association and the seven Area Presidents. When District Directors from
Arkansas are also serving as officers of the National Association of
Conservation Districts they will also be members of the Executive Board
with all privileges of its membership. The Director or a staff member of
the Arkansas Natural Resources Commission shall be appointed Executive
Secretary by the President with the advice and approval of the Board.
The Chairperson, or his/her designated representative, of the
Arkansas Natural Resources Commission shall serve as Commission Liaison
when no other member(s) of the Arkansas Natural Resources Commission
holds a position on the Executive Board. The Commission Liaison shall
serve as a non-voting Executive Board Member.
The Program Administrator and the Executive Secretary serve as
non-voting Executive Board Members at the will of the Executive Board.
The Presidents of the AACD Auxiliary and the Arkansas Association of
Conservation District Employees (AACDE) shall serve as non-voting
Executive Board members.
The Executive Board shall meet during or within 30 days following the
annual State Association meeting, and shall hold such additional
meetings as may be called from time to time by the President, at such
time and place as the President may designate on not less than 10 days'
notice to the Board Members. In case of emergency, meetings may be
called on shorter notice if prior consent is obtained from a majority of
the members of the Board. Special meetings of the Board shall be called
by the President upon the written request of a majority of the board
members at a time and place designated by them.
The Executive Board shall have the following powers and duties:
(a) It shall determine the policies and procedures of the
Association, and shall formulate, and keep current, the written
goals and objectives for the Association, all of which shall be
consistent with the purposes stated in the Constitution of the
(b) It shall make provision for the annual meeting of the members
of the Association and such meetings of the Executive Board as it
may deem advisable, or other special meetings, of Association
(c) A member of the Executive Board shall be elected to the
National Association of Conservation Districts Board of Directors by
a majority vote of the Executive Board at the first Executive Board
meeting following the annual meeting. He/she will serve for two
years as the duties of that office directs;
(d) It shall keep the members of the Association currently
informed of the Association's affairs and activities, and of the
programs, accomplishments, and problems of Conservation Districts of
the State of Arkansas;
(e) It shall approve the annual budget of the Association, fix
the rate of compensation of the Program Administrator, authorize the
payment of necessary expenses, determine matters relating to any
publications of the Association, and arrange for an annual audit of
the Association's financial affairs;
(f) It may delegate functions and duties to the President or
other officers of the Association subject to such conditions as it
deems proper. The officers of the Association may assist all
committees in the performance of their responsibilities;
(g) A majority of the Executive Board shall constitute a quorum
for the transaction of any business. Matters requiring action of the
Executive Board may be submitted to the members thereof in writing,
and, when acted upon by a majority, responding in writing, shall
have the same force and effect as though acted upon at a meeting.
Regular or emergency meetings of the Executive Board can be
transacted by teleconference.
ARTICLE 9. POWERS AND DUTIES OF OFFICERS. A. The President
shall preside at meetings of the Executive Board and at the annual
meeting and other meetings of the members of the Association, and shall
designate a presiding officer for any meeting at which neither he/she,
the 1st Vice President, nor the 2nd Vice President will be present.
He/she shall be responsible for seeing that the policies of the
Association are carried out in accordance with the applicable procedures
and requirements. He/she is authorized to perform the functions
customarily performed by a chief executive officer and shall be entitled
to vote only in case of a tie of the Association or Executive Board.
He/she is authorized to delegate to one or more officers from time to
time the performance of any of his/her functions or responsibilities, to
supervise the performance of such delegated duties, and to revoke any
such delegation at any time. He/she shall perform such further duties as
shall be assigned to the President from time to time by the Executive
Board or by resolution approved at a meeting of the members of the
B. The 1st Vice President, 2nd Vice President, Secretary/Treasurer
shall each perform the duties customarily performed by holders of their
respective offices, and such other functions as the President or the
Executive Board may assign. The 1st Vice President shall become
President if for any reason a vacancy shall occur in the office of
President. The 2nd Vice President shall become 1st Vice President should
a vacancy occur in the office of 1st Vice President.
C. The Secretary/Treasurer shall oversee the deposit of all funds
that come into his/her possession in a bank selected by the Executive
Board and, in accordance with the approved budget or upon authorization
by the Board or the President, review all disbursements by check
therefrom for the necessary expenses of the Association. Checks shall be
signed by two authorized representatives of the Association. The audit
year for the Association shall be July 1 through June 30. The
Secretary/Treasurer will engage the services of a Certified Public
Accountant to perform an annual audit of receipts and disbursements of
the Association's finances. The Board may request a bond conditioned
upon the faithful performance of the Secretary/Treasurer's duties, in
such form and amount as they shall prescribe, and the premium for the
bond shall be paid out of the funds of the Association. The
Secretary/Treasurer shall serve as Chairperson of the Finance Committee.
ARTICLE 10. AREA ORGANIZATION. The Districts within each of
the seven designated areas shall hold annual meetings, with the
assistance of the Area President, and at a time and place designated by
him after consultation with the Districts in the area. The Area shall
have the authority to adopt its own by-laws that are consistent with
AACD by-laws and Area by-laws shall be sent to the Program
The Area officers are: Area President, Area Vice President and Area
Secretary/Treasurer. Their terms shall start immediately upon the
conclusion of the Area Meeting and serve until the conclusion of the
next annual meeting. Area Officers may be removed for cause by vote of
the member districts of the Area.
The Area Vice President shall become Area President if for any reason
that office should become vacant. The Area Vice President shall serve in
the absence of the Area President as a voting member of the Executive
Board as described in ARTICLE 8, a through g.
ARTICLE 11. COMMITTEES. The President may create by
appointment all necessary committees and define their functions. The
members of any such committee need not be members of the Executive
Board. However, an Executive Board Member shall chair each committee.
Members of the standing and special committees shall serve until the
adjournment of the next annual state meeting, or for terms specified by
ARTICLE 12. PUBLICATIONS. At such time as the Board of
Directors may make provision for the publication of a newsletter,
magazine, website, or other publication by the Association, the
President shall have the authority to appoint, with the approval of the
Board of Directors, an Editor, and to provide for the employment of
other necessary personnel, within the budget approved by the Board of
ARTICLE 13. RULES OF ORDER. Meetings of the Board of Directors
and of the Association shall be conducted in accordance with Roberts
Rules of Order unless inconsistent with any policy or special rule
adopted by the Association or the Board of Directors.
ARTICLE 14. EFFECTIVE DATE. These bylaws shall be in force
effective immediately following the Annual Meeting Business Session on
December 14, 2005.